Terms

Dated: December 2, 2019

WELCOME TO pay.bleumi.com. THE WEBSITE pay.bleumi.com (“SITE”) IS OWNED, MANAGED, OPERATED AND MAINTAINED BY BLEUMI INC. (HEREAFTER REFERRED IN THIS DOCUMENT AS “BLEUMI”/ “WE”/“US”) AND ANY ACCESS OF THE SITE OR USE OF THE PRODUCTS, SERVICES OR ANY OTHER FEATURES, TECHNOLOGIES OR FUNCTIONALITIES (“SERVICES”), OFFERED BY BLEUMI THROUGH THE SITE, API OR THROUGH ANY OTHER MEANS, IS SUBJECT TO YOUR EXPRESS ACCEPTANCE OF THESE TERMS OF SERVICE (“TERMS”). THESE TERMS SHALL APPLY TO YOU THE USER OR BUSINESS OR MERCHANT (“YOU” OR “YOUR” OR “USER”) USING THE SITE / SERVICES. BY ACCESSING THE SITE / SERVICES, YOU AGREE TO COMPLY WITH THE TERMS.

We are an online Payment Processor for Cryptocurrencies. We enable (i) You (a business or a merchant) to accept and process cryptocurrency payments that You receive from your customers for goods or services and/or (ii) You (a business or a merchant) to send payments from your account to your customers; (iii) You (a registered charitable organization) to accept donation. We are not a cryptocurrency exchange, wallet, or a place to buy/sell cryptocurrencies. By using the Services, You entitle us to act on Your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law.

Bleumi is not a party nor a middleman. We do not accept any complaints, queries and (or) requests regarding You, Your services, products, activities and (or) a payment and (or) a donation carried out between You and Your customer. We will not be held responsible for any legal disputes between You and Your customer.

IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR IF YOU CANNOT REMAIN IN COMPLIANCE WITH SUCH TERMS, PLEASE DO NOT ACCESS THE SITE OR USE ANY OF THE SERVICES AND IMMEDIATELY CEASE SUCH ACCESS AND USE.

Bleumi may modify these Terms or any additional terms that apply to a Service to reflect changes to Our Services or change in any applicable laws, or for other specific reasons. We encourage You to review the Terms regularly. We will provide notice of any changes to the Terms on this page and any Service specific changes will be notified in the relevant page of the applicable Service. Changes will not apply retroactively. Unless we specifically mention otherwise in a notice, changes will become effective immediately upon being posted. If You do not agree to the modified terms for a Service, please discontinue Your use of that Service.

1. ELIGIBILITY

By using the SITE You warrant that:

  1. You are at least 18 years old (if You are an individual) or if You are an entity, that You are legally constituted as per the applicable laws of the country of Your registration; and
  2. You are legally capable of entering into a binding contract;
  3. You are not in any way prohibited by the applicable law in the jurisdiction in which You are currently located to enter into these Terms; and
  4. You are not a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; and
  5. You are not an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce'(s) Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive or provide services subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation; and
  6. You do not belong to a country where the possession of Cryptocurrency is illegal.

2. SIGN UP AND REGISTRATION

You can sign up for the SITE using Email.

To become a registered User You must create a User account on the SITE (“Account”). You agree to provide true, accurate and complete information as prompted by the registration form and all forms You access on the SITE, and to update this information to maintain its truthfulness, accuracy and completeness. Any personal information collected through the SITE will be dealt with as per Our Privacy Policy. The SITE currently does not charge any membership fee or subscription charges for becoming a registered User.

During registration, You may be asked to choose a username and password for the Account (“Login Credentials”). Once an Account is created, You agree to be entirely responsible to safeguard and maintain the confidentiality of the Login Credentials You use to access Your Account. You authorize Bleumi to assume that any person using the SITE with Your credentials is You. You agree to notify Us immediately if You suspect any unauthorized use of the Account. We reserve the right to promptly disable Your Login Credentials and suspend Your access to the Services and/or the SITE in the event We have any reason to believe that You have breached any of the provisions set out herein.

By becoming a registered User, You agree to (i) not to use Your Login Credentials with the intent of impersonating another person (ii) not allow any other person to use Your Login Credentials; (iii) abide by the Terms and the processes, procedures, and guidelines described throughout the SITE; (iv) be financially responsible for Your use of the SITE; (v) perform Your obligations, unless such obligations are prohibited by law or by the Terms.

Regardless of the clause above, You acknowledge that submitting any User Content does not guarantee that such User Content, or any part thereof, shall appear on the SITE, whether or not the submission of such User Content is part of the Services. You agree that Bleumi may, at its sole discretion, choose to display any User Content or any part of the same that You make on the SITE, or to remove them as We deem necessary or appropriate. Any use of your Personal Information by Bleumi shall be in accordance with Our Privacy Policy.

Unless otherwise explicitly stated by us, Bleumi does not vet, verify the accuracy, correctness and completeness, edit or modify any User Content or any other information, data and materials created, used and/or published by You to determine whether they may result in any liability to any third party. You hereby warrant that You have the rights to use all such User Content in the manner set out in these Terms. WE EXPRESSLY EXCLUDE OUR LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF OUR SERVICES BY A USER IN CONTRAVENTION OF THIS CLAUSE.

3. USER OBLIGATIONS


General Obligations of all Users

  1. You shall be solely responsible and liable for all activities on the SITE undertaken through or using Your Login Credentials. You must comply with all applicable law in respect of Your use of the SITE and the Services including, without limitation, compliance with all applicable e-commerce directives, buyer protection legislation and data protection and privacy directives.
  2. You shall not submit to the SITE any User Content that may reasonably be deemed to:
    1. be offensive, illegal, inappropriate or in any way;
    2. promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
    3. harass or advocate harassment of another person;
    4. display pornographic or sexually explicit material;
    5. promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
    6. promote any illegal activities;
    7. provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
    8. promote or contain information that You know or believe to be inaccurate, false or misleading;
    9. engage in or promote commercial activities and/or sales not related to the Services, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes;or
    10. infringe any rights of any third party
  3. The SITE and the Services shall be used for lawful purposes only and must not be used to transmit User Content or activity that:
    1. impersonates any entity, business, or person;
    2. involves the distribution of any form of solicitation or unwanted, unsolicited or harassing mass emails, any chain mail, junk mail or any unsolicited or unauthorized advertising or promotional materials;
    3. infringes or does misappropriate any of the intellectual property rights proprietary right, license right, or legal content protections;
    4. Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed abusive, libellous, fraudulent, deceptive, tortuous, obscene, threatening, invasive of privacy, offensive, inflammatory, hateful, defamatory, discriminatory or encourages or incites any criminal activity harmful to others, or is otherwise objectionable;
    5. disrupts or interferes with the SITE or disable, impair or damage any servers or networks connected to SITE, or violate any policies or regulations of networks connected to SITE;
    6. introduces any viruses or code, that permit the unauthorized use of a computer or computer network or otherwise destroy, interrupt, or limit the functionality of any software or hardware in relation to the SITE;
    7. gains or attempt to gain unauthorized access to any user accounts, networks, services or computer systems, through any means.
    8. accesses or probes any network, computer or communications system, software application, or network or computing device systems without authorization, including but not limited to breaches, vulnerability scans or penetration testing.
    9. attacks, abuses, interferes with, surreptitiously intercepts, or disrupts any Users, systems or services, including but not limited to unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots);
    10. alters, forges or obscures mail headers or assumes a sender’s identity without the sender’s express permission, or collects replies to messages sent from another internet service provider in violation to this Policy or the applicable policy of that provider;
    11. disables, interferes with, abuses, disrupts, intercepts, circumvents or otherwise violates the security of the SITE and Services.


Use by Business or Merchant or Registered Charitable Organization

As a business or merchant or registered charitable organization, it shall be your sole responsibility to

  1. know your customer - you must comply with all applicable law with respect to ascertaining the identity of your customer; we will not be responsible for your failure to adequately verify your customers identities or qualifications.
  2. keep all records needed for fulfilling the goods or services sold to a customer;

4. MODIFYING AND TERMINATING OUR SERVICES


We are constantly changing and improving Our Services. We may add or remove functionalities or features, and We may suspend or discontinue a Service altogether or add or create new limits to Our Services at any time for any reason whatsoever including but not limited to repairs, planned maintenance or upgrades and shall not be liable to You for any such suspension or non-availability of the Services and/or the SITE (whether wholly or partly).

You will always have the option to stop using Our Services at any time.

We believe that You own Your data and preserving Your access to such data is important. If We discontinue a Service, where reasonably possible, We will give You reasonable advance notice and a chance to get information out of that Service.

If You have reason to believe that another User has not followed or complied with their obligations in these Terms, or You have a complaint to make, please email Us at support@bleumi.com. Please provide full details of the nature of Your complaint and the materials to which the complaint relates. We will use Our reasonable endeavors to respond to all complaints within a reasonable time and to take reasonable action, which We deem appropriate to resolve or rectify the subject matter of such complaints. In the event that Bleumi, in its sole and absolute discretion, considers that there has been a breach or threatened breach of any of the Terms by You, We reserve the right to take any action that We deem to be necessary, including without limitation, temporary suspension, or termination forthwith and without notice of Your use of and access to the Services and the SITE; and in the case of illegal use, the initiation of appropriate legal proceedings.

5. FEES AND PAYMENT TERMS


We calculate and bill fees and charges monthly. All fees and charges shall be non-refundable and you will pay us the applicable fees and charges for use of the Services as described on the SITE (at https://pay.bleumi.com/pricing) using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days prior notice. We may elect to charge you interest at the rate of 1% per month (or the highest rate permitted by law, if less) on all late payments.

Taxes
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively “Taxes”). You are responsible for all Taxes associated with Your use of the Services. For clarity, Bleumi is solely responsible for taxes assessable against it based on its income, property and employees.

6. BLEUMI PAY API AND PLUG-INs


In case you decide to integrate the Bleumi Pay API (Application Programming Interfaces) and/or plug-ins in your website and/or system, you do so at your own full risk and cost. In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the said integration.

6.1. PAYMENT SETTLEMENT


When creating a payment request, you can configure to settle the payment/donation from your customer to an address of your choice. BLEUMI IS NOT LIABLE FOR ANY LOSSES INCURRED AS A RESULT OF IMPROPERLY REPORTED OR DESIGNATED ADDRESSES THAT YOU PROVIDE.

6.2. PAYMENT EXCEPTIONS


6.2.1. Partially Paid Payment

A payment request is Partially Paid when the payer sends less than the amount required. The Merchant can resolve this exception through API by requesting to Settle the partially paid amount or Refund the partially paid amount to the payer.

6.2.2. Overpaid Payment

A payment request is Overpaid when the payer sends more than the amount required. The excess payment amount of a payment request are returned to the payer once the required payment amount is settled by the Merchant.

6.2.3. Unsupported Payment

An unsupported payment occurs when a payment is received in any cryptocurrency other than the required cryptocurrency. To resolve an unsupported payment, either you or the payer will need to email Us at support@bleumi.com with the appropriate information.


7. TERMINATION


We may suspend or terminate Your use of SITE or terminate Your access to the SITE, in Our sole discretion without any liability to You or any third party, upon notice to You. Upon doing so, We may retain or delete any data, messages, files and other information or content that You provided through the SITE. Any personal information shall be handled in accordance with Our Privacy Policy.


Irrespective of other remedies We have available, We may suspend or terminate Your Account, and refuse to provide any or all Services to You if: (i) You breach the letter or spirit of any of these Terms; or (ii) We are unable to verify or authenticate any information You provide to us; or (iii) We believe in Our sole discretion that Your actions may cause to Our Users (including You) or for Us or are contrary to the interests of the SITE. Once terminated, You must not continue to use the SITE under the same Account, or register under a new Account. YOU AGREE THAT BLEUMI WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT.

8. DISCLAIMER OF WARRANTIES


We provide the SITE and the Services on an “AS IS” and “as available” basis. No express warranties or guarantees are made about the SITE. We do not provide any representation that the SITE is available for use in any particular location. Your use of the SITE shall be at Your own initiative and risk. You must comply with all applicable local laws.

Use of the Services is subject to the laws and regulations of the U.S. regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will comport with such laws and regulations, including, without limitation, the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury.

We do not provide any warranties regarding the time to process our Services as they are largely dependent upon many factors outside of our control.

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF SITE ACCURACY, ACCURACY OF USER CONTENT, FITNESS FOR A PARTICULAR PURPOSE, OF SATISFACTORY QUALITY, SECURITY, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, DATA ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, OR THOSE WARRANTIES THAT ARISE FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE ARE DISCLAIMED. WE MAKE NO WARRANTY THAT ANY UPDATES, UPGRADES, BUG FIXES, ERROR CORRECTIONS AND/OR ENHANCEMENTS OF THE SOFTWARE WILL BE MADE OR THAT ANY COMMUNICATIONS FROM AND/OR TO THE SITE WOULD BE SECURE OR NOT INTERCEPTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLEUMI AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SITES AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, OR TIMELY, ERROR-FREE (OR THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICES AND SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE AND THE SERVICES AND ANY CONTENT PROVIDED ON OR THROUGH THE SITES AND SERVICES AND ANY RECEIPT OR DOWNLOAD OF CONTENT OR INFORMATION FROM SITE ARE ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, DATA OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE OR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING THE SITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVE SHALL CREATE A WARRANTY.

Bleumi shall bear no responsibility or liability for inspecting or verifying any User Content. Commentary and other materials posted on the SITE are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to Our site, or by anyone who may be informed of any of its contents.

9. INTELLECTUAL PROPERTY RIGHTS


All right, title and interest in and to the SITE are owned by Bleumi Inc. All content and materials contained in the SITE, including, but not limited to, all SITE design, content, images, logos, graphics, button icons, data compilations, digital downloads, etc., are protected by the applicable intellectual property laws.

You acknowledge and agree that the SITE and any software used in connection with the SITE contain proprietary and confidential information that is protected by applicable intellectual property laws. Any unauthorized use of the materials provided as part of the SITE is strictly prohibited. Software, in both source and object code forms, APIs, associated documentation, and other related materials may be available for download on certain parts of the SITE. Bleumi or its licensors own and retain all rights in such software content, including all applicable intellectual property rights. Nothing in these Terms grants any right or license to software content. Software content is governed by its own separate terms and conditions and all use of software content must be in accordance with the specified license(s), which may include, but is not limited to software licenses, End User Agreements and free/open source software licenses, as applicable.

You understand and acknowledge that (i) the software, code, proprietary methods and systems used to provide the SITE or Services, (ii) the content in the SITE, (v) names, logos, and other materials displayed on the SITE or in the Services constitute trademarks, trade names, service marks or logos of Bleumi and/or Our affiliates; and/or (vi) any intellectual property therein may not be copied, modified, reproduced, republished, posted, or transmitted. Further, no content on the SITE may be sold, offered for sale, or redistributed in a commercial manner without Our prior written permission. Nothing in this Terms grants You any right to receive delivery of a copy of any of Our Intellectual Property or to obtain access to Our Intellectual Property except as generally and ordinarily permitted through the SITE according to these Terms. You must not use any materials on the SITE in an unauthorized manner including reproduction, republication, modification or distribution, or any form of data mining or data extraction, or other commercial exploitation of any kind except as provided herein. You must not use any device or manual process to monitor or copy the pages of Our SITE or the content therein.

Except as specifically set forth above, nothing in these Terms confers, by implication, estoppel, or otherwise, any license or right under any trade secret, patent, trademark, copyright, or other intellectual property rights of Bleumi or any third party. All rights not expressly licensed are reserved.

You retain ownership of all User Content You submit, post, display, or otherwise make available on the SITE or Services. You hereby grant Bleumi a non-exclusive, perpetual, irrevocable, worldwide license to make User Content available on the SITE, and to use such User Content for Our promotional and marketing purposes. This License shall be subject to Our Privacy Policy.


Unless You choose to share Your content, We will use reasonable best efforts to keep Your content private. We will not review, share, or otherwise make use of private content except as specifically provided in Our Privacy Policy or these Terms.


10. THIRD PARTY SITES AND CONTENTS


This SITE may contain links to and plug-ins from sites or applications owned, operated or controlled by third parties (collectively, “Third Party Sites”) that are provided solely as a convenience to You and not as an endorsement by Us of the contents of such other third party sites. We do not endorse and are not responsible for (i) any statements, opinion, advice or information made or displayed on SITE by any User or a third party or (ii) for any Third Party Sites which may be linked to or from the SITE. Your use of any Third Party Sites shall be at Your own risk. We will not be liable to You for any loss or damage resulting from You accessing or using such Third Party Sites.

Further, You may be required to download certain third party applications for making use of certain functionalities of the Services, which may be governed by terms and conditions which may be different from that of the SITE. We strongly urge that You review such third party terms and condition in detail before downloading and installing any third party applications that You may download in connection with the Services.

Any reliance You place on any third party content is at Your own risk. Any third party content, including, without limitation, content in the nature of opinions, advice, statements, services, offers, or other Users of the SITE or other information, expressed or made available on the SITE or through the Services are those of the respective authors thereof, and not that of Bleumi. Bleumi does not in any manner guarantee, endorse, or is otherwise responsible or liable for the accuracy, completeness, timeliness, reliability, availability, usefulness or any other aspects of any third party content accessible through the SITE or Services.

11. LIMITATIONS OF LIABILITY


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BLEUMI AND/OR OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL) OR ANY DAMAGES OF WHATSOEVER NATURE THAT RESULT FROM OR ARISES IN CONNECTION WITH (i) THE USE OF, DELAYS IN OPERATION, TRANSMISSION OR RESPONSE OF, OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CONTENT OF THE SITE AND/OR THE SERVICES; (iii) STATEMENTS OR CONTENT POSTED ON THE SITE AND/OR THE SERVICES; (iv) ANY SERVICE PURCHASED OR OBTAINED THROUGH THE SITE; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITE OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY MISTAKES, INACCURACIES, OMISSIONS, ERRORS, INTERRUPTIONS OR LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITE OR THE SERVICES, OR (vii) ANY OTHER FAILURE OF PERFORMANCE OF THE SITE OR SERVICES OR OTHER MATTER RELATING TO THE SITE AND/OR THE SERVICES, IN EACH CASE WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF NATURE, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE OR SERVICES OR CONTENT STORED THEREIN, IRRESPECTIVE OF WHETHER A CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES.

IN NO EVENT SHALL OUR LIABILITY TO YOU FOR ANY CLAIMS RELATING TO THE USE OF SITE EXCEED THE PLATFORM SERVICE FEE PAYMENT THAT YOU MADE TO BLEUMI FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

12. CONFIDENTIAL


For the purposes of these Terms, Confidential Information means information relating to one party which is made available by such party to the other party in relation to the Services and includes any information, analyses, compilations, notes, studies, memoranda or other documents or software code derived from, containing or reflecting such information but excludes information which:

  1. is publicly available or becomes publicly available (other than as a result of disclosure by the recipient or any other person contrary to the terms of this Agreement); or
  2. was available (as can be demonstrated by the recipient’s written records or other reasonable evidence) to the recipient or other person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or
  3. becomes available to the recipient (as can be demonstrated by the recipient’s written records or other reasonable evidence) from a source other than the provider, which source is not bound by any obligation of confidentiality to the provider in relation to such information.
  4. is required to be disclosed, retained or maintained by law or any regulatory or government authority.
  5. is independently developed by the recipient without any use of disclosing party’s confidential information.

13. INDEMNIFICATION


You agree to indemnify and hold Us and Our affiliates, officers, employees and agents, harmless from and against all liabilities, losses, demands, claims, damages, penalties, interests and expenses (including ensuing legal expenses and costs) arising from any third party claims resulting from Your use or access of SITE and/or Services. You shall further defend, indemnify and hold harmless BLEUMI and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to (i) any breach of these Terms by You, or (ii) based upon Your actions or inactions, which may result in any loss or liability to BLEUMI or any third party or arising out of the Your violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other Users or infringement of intellectual property or other rights.

14. FORCE MAJEURE


We will not be liable for any failure of performance under the Terms or to provide the Services through the SITE to the extent such failure was caused by a Force Majeure event, which shall constitute any and all events beyond Our reasonable control, including but not limited to acts of the government authorities, acts of God, fire, natural disasters, strikes, explosion, riots, war, terrorism, non-cooperation of third parties, network failure, disruption of communication lines, power outages, etc.

15. DISPUTE RESOLUTION


If a dispute arises between You and Bleumi or any Affiliates, Our goal is to resolve the dispute quickly and cost-effectively. Accordingly, You, Bleumi and Our Affiliates agree that We will resolve any claim or controversy at law or equity that arises between Us out of this Terms.

Before filing a Claim for arbitration or otherwise seeking relief in a court of law, You agree to first contact Bleumi to inform its Customer Support team of Your complaint and seek resolution. This notice of dispute must include: Your name, pertinent account information, a brief description of Your dispute, and contact information so that Bleumi may evaluate the dispute and attempt to informally resolve it. Bleumi will have 60 days from the date of Your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.

If You and Bleumi are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Platform shall finally and exclusively be resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and Your share of arbitrator compensation will be governed by the AAA.

Notwithstanding the foregoing, You and Bleumi retain the right to seek injunctive or other equitable relief in a federal Court or a court located in Middlesex County, Massachusetts, court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights.

16. MISCELLANEOUS


You are responsible for compliance with applicable laws, regulation and treaties, keeping in mind that access to the contents of this SITE may not be legal for or by certain persons or in certain countries.

If Bleumi fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve You from compliance with such obligations. No waiver by Bleumi of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.

If any of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

You will not transfer, assign or delegate Your rights or obligations (including Your Account) under these Terms to anyone without the express written permission of Bleumi, and any attempt to do so will be null and void. We may assign these Terms in Our sole discretion.

All notices required or permitted to be given under these Terms, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage prepaid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to Our addresses or to such other address as any party shall designate by notice in writing.

Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Bleumi and such third parties shall not be entitled to enforce any of these Terms against Bleumi.

These terms shall be governed by the Federal Arbitration Act and the internal substantive laws of the Commonwealth of Massachusetts, regardless of Your country or state of origin or where You access the SITE, and regardless of any principle of law that may provide for the application of the law of another jurisdiction.